BY-LAWS
OF
DYNAMICS CORPORATION OF AMERICA
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. Place of Meetings. Every meeting of the stockholders of
Dynamics Corporation of America (hereinafter called the Corporation) shall be
held at the principal office of the Corporation in the State of Connecticut
or at such other place as shall be specified in the notice or waiver of
notice thereof.
SECTION 2. Annual Meetings. Each Annual Meeting of the Stockholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held on the
first Friday in May in each year (or, if that day shall be a legal holiday,
then on the next succeeding business day) at such hour as may be specified in
the notice thereof.
SECTION 3. Special Meetings. Special meetings of the stockholders,
unless otherwise provided by law, may be called by the Chairman of the Board
of Directors, the President or by a majority of the Board of Directors of the
Corporation (hereinafter called the Board) and shall be called by the
Chairman of the Board or the President on the written request of the holders
of record of at least twenty-five percent (25%) of the shares of stock of the
Corporation issued and outstanding and entitled to vote thereat. Such
request in writing shall state the purpose or purposes of such meeting.
SECTION 4. Notice of Meetings. Notice of every meeting of the
stockholders shall be in writing and signed by the Chairman or Vice Chairman
or the President or a Vice President or the Secretary or an Assistant
Secretary of the Corporation. Such notice shall state the purpose or
purposes for which the meeting is called and the time when and the place
where it is to be held, and a copy thereof shall be served, either personally
or by mail, upon each stockholder of record entitled to vote at such meeting,
not less than ten nor more than fifty days before the meeting. If mailed,
such copy shall be directed to each stockholder at his address as it appears
on the stock book unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to some
other address designated in such request. Such notice shall not be required
to be given to any stockholder who shall attend such meeting in person or by
proxy, or who shall waive notice thereof as hereinafter provided. Notice of
any adjourned meeting need not be given, except when expressly required by
law.
SECTION 5. Quorum. Unless otherwise provided by law or in the
Certificate of Incorporation or other certificate filed pursuant to law, at
each meeting of the stockholders, the holders of a majority of the shares of
Common Stock of the Corporation issued and outstanding and entitled to vote
at such meeting, present in person or represented by proxy, shall constitute
a quorum for the transaction of business; provided, however, that at any
meeting of the stockholders at which the holders of shares of Preferred Stock
shall have the right, pursuant to the provisions of the Certificate of
Incorporation of the Corporation, or Board action thereunder, to vote for
Directors, the terms and conditions of the shares of Preferred Stock issued
and outstanding and entitled to vote in such election shall be given effect
for the purpose of constituting a quorum for the conduct of such election.
In the absence of a quorum at any such meeting or any adjournment or
As amended through May 7, 1993. 1
adjournments thereof, a majority in voting interest of those present in
person or represented by proxy, or in the absence therefrom of all the
stockholders any officer entitled to preside at, or to act as Secretary of,
such meeting, may adjourn such meeting from time to time until a quorum is
present thereat. At any such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the
meeting as originally called.
SECTION 6. Organization. At each meeting of the stockholders, the
Chairman of the Board or the Vice Chairman or the President, in that order,
or, in their absence, a designee of the Chairman or in the absence of said
designee, a Chairman chosen by a majority vote of the stockholders present in
person or represented by proxy and entitled to vote thereat, shall act as
Chairman of the meeting. The Secretary shall act as Secretary at each
meeting of stockholders, or in his absence the Chairman of the meeting may
appoint any person present to act as Secretary of the meeting.
SECTION 7. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the Chairman of the meeting, but
the order of business to be followed at any meeting at which a quorum shall
be present may be changed by the holders of a majority in number of the
shares of stock present in person or represented by proxy and entitled to
vote thereon.
SECTION 8. Voting. Unless otherwise provided by law or in the
Certificate of Incorporation, other certificate filed pursuant to law, or the
terms and conditions of any Preferred Stock issued and outstanding, each
holder of record of shares of Common Stock of the Corporation shall be
entitled at each meeting of the stockholders to one vote for every share of
said stock of the Corporation standing in his name on the stock book of the
Corporation, and may vote either in person or by proxy. At all meetings of
stockholders, a quorum being present, all matters, except those the manner of
deciding upon which is otherwise provided by law or in the Certificate of
Incorporation or other certificate filed pursuant to law or these By-laws,
shall be decided by the affirmative vote of the holders of a majority in
number of the shares of stock present in person or represented by proxy and
entitled to vote thereon. Unless demanded by a stockholder present in person
or represented by proxy at any meeting of the stockholders and entitled to
vote thereat or so directed by the Chairman of the meeting, the vote thereat
need not be by ballot, except in the case of a vote for the election of
directors. Upon a demand by any such stockholder for a vote by ballot or any
question or at the direction of such Chairman that a vote by ballot be taken
on any question, such vote shall be so taken. On a vote by ballot each
ballot shall be signed by the stockholder voting, or by his proxy as such if
there be such proxy, and it shall show the number and class of shares voted
by such stockholder or proxy. Except as otherwise provided by law or by
these By-laws, all voting may be viva voce. The provisions of this Section
8 are subject to any superseding provision contained in any duly issued and
outstanding Preferred Stock.
SECTION 9. Inspectors of Election. At each meeting of the stockholders
the Chairman of the meeting shall appoint two inspectors of election to act
thereat. No director or candidate for the office of director shall be
appointed such inspector. Each inspector of election so appointed, before
entering upon the discharge of his duties, shall be sworn faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability, and the oath so taken shall be
subscribed by such inspectors. Such inspectors of election shall take charge
of the polls and after the voting on any question shall make a certificate of
the result of the vote taken. Inspectors need not be stockholders.
ARTICLE II
DIRECTORS
SECTION 1. Number, Election, Term. The property, business and affairs
of the Corporation shall be managed by the Board as from time to time
constituted. The Board shall consist of not less than seven (7) nor more
than twenty-one (21) directors. The Board shall by resolution determine the
As amended through May 7, 1993. 2
number to be chosen within said limits. All directors shall be of full age
and at least one of them shall be a citizen of the United States and a
resident of the State of New York. At all meetings of the stockholders for
the election of directors, a quorum being present, the persons receiving a
plurality of the votes cast shall be directors. The term of office of each
director shall be as set out in the Proxy Statement of the year of such
director's election and qualification for a term from the time of his
election and qualification and until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall
resign, or until he shall have been removed in the manner hereinafter
provided. Directors need not be stockholders. The provisions of this
Section 1 are subject to any superseding provision contained in any duly
issued and outstanding Preferred Stock.
SECTION 2. First Meeting. After each annual election of directors, on
the same day and at the conclusion of the meeting of stockholders at which
such election shall be held, and at the place where such election is held,
the newly elected Board may meet for the purpose of organization, the
appointment of officers and the transaction of other business. Notice of
such meeting need not be given. Such meeting may be held at any other time
or place which shall be specified in a notice given as hereinafter provided
for special meetings of the Board, or in a waiver of notice thereof, signed
by all the directors.
SECTION 3. Regular Meetings. Regular meetings of the Board may be held
at such times and places as the Board by resolution may determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day
at said place. Except as provided by law or these By-laws, notice of regular
meetings need not be given.
SECTION 4. Special Meetings. Special meetings of the Board shall be
held whenever called by the Chairman of the Board, the President, or by the
Secretary at the request of any two directors. Notice of each such special
meeting shall be mailed to each director, addressed to him at his residence
or usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable or wireless, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held. Such
notice need not, however, be given to any director, if waived by him as
hereinafter provided, or if he shall be present at such meeting. Except as
otherwise specifically provided by law or by these By-laws, such notice or
waiver of notice need not contain any statement of the purposes of the
meeting or any specification of the business to be transacted thereat.
SECTION 5. Quorum. At each meeting of the Board, the presence of a
majority of the whole Board shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum at any such meeting, a
majority of the directors present thereat may adjourn such meeting from time
to time until a quorum shall be present. Notice of any adjourned meeting
need not be given. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the
meeting as originally called.
Participation by Telephone. Any one or more members of the Board
of Directors or any Committee thereof may participate in a meeting of the
Board of Directors or such Committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
SECTION 6. Voting. At all meetings of the Board, a quorum being
present, all matters, except those the manner of deciding upon which is
otherwise provided by law or in the Certificate of Incorporation or other
certificate filed pursuant to law or in these By-laws, shall be decided by
the affirmative vote of a majority of the directors present. The directors
shall act only as a board and the individual directors shall have no power as
such.
As amended through May 7, 1993. 3
SECTION 7. Organization. At each meeting of the Board, the Chairman, or
in the absence of the Chairman, the Vice Chairman, or in his absence, a
director chosen by a majority of the directors present, shall act as Chairman
of the meeting. The Secretary, or in his absence any person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting. Any meeting
of the Board may be adjourned by the vote of a majority of the directors
present at such meeting.
SECTION 8. Removal of Directors. Any director may be removed, either
with or without cause, at any time, by the affirmative vote of the holders of
record of a majority of the shares of Common Stock of the Corporation then
outstanding and entitled to vote, in person or by proxy, at a special meeting
of stockholders called for the purpose. The provisions of this Section 8 are
subject to any superseding provision contained in any duly issued and
outstanding Preferred Stock.
SECTION 9. Vacancies. Any vacancy in the Board caused by death,
resignation, an increase in the number of directors or any other cause
(except the removal of a director) may be filled by the Board at any regular
or special meeting thereof or by the stockholders of the Corporation at a
special meeting of stockholders called for the purpose. Any vacancy in the
Board caused by the removal of a director in the manner hereinabove provided
shall be filled by the stockholders at the special meeting of stockholders at
which such director shall have been removed or at any subsequent meeting
called for the purpose. The provisions of this Section 9 are subject to any
superseding provision contained in any duly issued and outstanding Preferred
Stock.
SECTION 10. Place of Meeting. The Board may hold its meetings at such
place or places within or without the State of New York as it may from time
to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 11. Compensation. Directors who are also full time employees
of the Corporation and who are compensated as employees, shall receive no
additional compensation for their services. Other directors shall receive a
salary of $9,000 per annum for their services as such directors and, in
addition, shall be paid $800.00 as a fee for attendance at any meeting of the
Board; provided, however, that nothing herein contained shall be construed so
as to preclude any employee of the Corporation and who is compensated as
such, from serving the Corporation, or any subsidiary or affiliated
corporation, in any other capacity and receiving proper compensation
therefor.
In addition to the cash compensation payable to outside directors, the
Corporation shall, in accordance with the Stock Retirement Plan for Outside
Directors effective as of May 2, 1986, credit 100 Common Stock Units per
calendar year to a Deferred Stock Account maintained by the Corporation in
the name of each outside director and be paid to each such director as and
when provided by said Plan.
ARTICLE III
OFFICERS
SECTION 1. Number. The executive officers of the Corporation shall be
a Chairman of the Board, a Vice Chairman and a President, each of whom shall
be a member of the Board, one or more Vice Presidents, a Secretary and a
Treasurer; and there may be, in addition, such assistants, agents and
employees as shall be appointed in accordance with the provisions of these
By-laws. One person may hold any two or more offices except those of
Chairman and Vice Chairman or President and Vice President.
SECTION 2. Appointment, Term of Office. The executive officers of the
Corporation shall be chosen by the Board as soon as practicable after each
annual election of directors, each such executive officer to hold office
until his successor shall have been duly chosen and shall have qualified, or
until his death, or until he shall resign, or until he shall have been
removed in the manner hereinafter provided.
As amended through May 7, 1993. 4
SECTION 3. Subordinate Officers. The Board may appoint such
assistants, agents or employees as the Board may deem necessary or advisable,
including one or more Assistant Treasurers and one or more Assistant
Secretaries; and in the event there shall be established one or more
operating divisions of the Corporation, the Board may appoint a President,
Vice President, a Treasurer, Assistant Treasurer, a Secretary, Assistant
Secretary and a Comptroller of each such division as it deems necessary or
convenient. Each of the foregoing assistants, agents, employees and
divisional officers shall hold office for such period, have such authority
and perform such duties as the Board may from time to time determine. The
Board may delegate to any executive officer the power to appoint and remove
any such assistants, agents, employees and divisional officers.
SECTION 4. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by resolution adopted by a
majority of the whole Board at a special meeting thereof called for that
purpose. The removal of an officer shall be without prejudice to the
contract rights, if any, of the officer so removed.
SECTION 5. The Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Corporation and shall have primary
responsibility for the general management, supervision and control of the
business of the Corporation, subject to the direction and control of the
Board. He shall, if present, preside at all meetings of the shareholders and
the Board and shall be ex-officio a member of all committees of the Board.
He shall see that all orders and resolutions of the Board are carried into
effect and, in general, shall perform all duties incident to the office of
Chairman of the Board and such other duties as may be assigned to him by the
Board or by these By-laws. He may, with the Secretary or an Assistant
Secretary sign certificates for shares of stock of the Corporation; he may
execute and deliver in the name of the Corporation all deeds, bonds,
mortgages, contracts or other instruments authorized by the Board, except in
cases where the execution or delivery thereof shall be expressly delegated by
the Board or these By-laws to some other officer or agent of the Corporation,
and except any instruments required by law otherwise to be executed or
delivered; he may affix the seal of the Corporation to any instrument
requiring the same.
SECTION 6. Vice Chairman of the Board. The Vice Chairman of the Board
shall have such powers and perform such duties as the Board may from time to
time prescribe. He may sign with the Secretary or an Assistant Secretary,
certificates for shares of stock of the Corporation. Except as otherwise
provided by law, he shall possess the same powers as the Chairman to execute
and deliver all deeds, bonds, mortgages, contracts or other instruments
authorized by the Board. At the request of the Chairman, or in case of his
absence or inability to act, the Vice Chairman shall perform duties of
Chairman and when so acting shall have all of the powers and be subject to
all of the restrictions upon the Chairman.
SECTION 7. President. The President shall be the chief operating
officer of the Corporation and shall have direct responsibility and authority
for the day to day business activities and affairs of the Corporation,
subject to the supervision of the Chairman of the Board and to the control of
the Board. In the absence of the Chairman and Vice Chairman of the Board, he
shall preside at all meetings of the shareholders and the Board and, unless
or until the Board shall otherwise determine, be vested with all of the
powers of the Chairman of the Board. He may sign, with the Secretary or an
Assistant Secretary, certificates for shares of stock of the Corporation; he
may execute and deliver in the name of the Corporation all deeds, bonds,
mortgages, contracts, or other instruments authorized by the Board, except in
cases where the execution or delivery thereof shall be expressly delegated by
the Board or these By-laws to some other officer or agent of the Corporation,
and except any instruments required by law otherwise to be executed or
delivered; and he may affix the seal of the Corporation to any instrument
requiring the same. He shall be a member ex-officio of any committee
appointed by the Board. The President shall see that all orders of the
Chairman of the Board are carried into effect, shall perform such other
duties as may be assigned to him by the Board or by these By-laws and, in
general, shall perform all duties incident to the office of President.
As amended through May 7, 1993. 5
SECTION 8. Vice President. Each Vice President shall have such powers
and perform such duties as the Board may from time to time prescribe. Any
Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of stock of the Corporation. Except as otherwise
provided by law, each of the Vice Presidents shall possess the same power as
the President to execute and deliver all deeds, bonds, mortgages, contracts,
or other instruments authorized by the Board.
SECTION 9. The Treasurer. The Treasurer shall have the care and
custody of, and be responsible for, all of the funds and securities of the
Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name of and to the credit of the
Corporation in such banks or other depositories as may be designated by the
Board; he shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the President or to the Board, whenever the
Chairman, the President or the Board may require him so to do, a statement of
all his transactions as Treasurer and an account of the financial condition
of the Corporation; and, in general, he shall perform all the duties incident
to the office of Treasurer and such other duties as may from time to time be
assigned to him by the President or the Board.
SECTION 10. The Secretary. The Secretary shall act as secretary of,
and keep the minutes of, all meetings of the Board and of the stockholders;
he shall cause to be given such notice of all meetings of the stockholders
and directors as may be required; he shall be custodian of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all
certificates for shares of stock of the Corporation and to all documents the
execution of which on behalf of the Corporation under its seal shall have
been specifically or generally authorized by the Board; he shall have charge
of the stock book and also of the other books, records and papers of the
Corporation relating to its organization as a corporation, and shall see that
the reports, statements and other documents required by law are properly kept
or filed; and he shall in general perform all the duties incident to the
office of Secretary. He may sign, with any other authorized officer,
certificates for shares of stock of the Corporation. He shall have such
other powers and perform such other duties as the Chairman of the Board, the
President or the Board shall from time to time prescribe.
SECTION 11. Salaries. The salaries of the officers of the Corporation,
if any, shall be fixed, from time to time by the Board, and none of such
officers shall be prevented from receiving a salary by reasons of the fact
that he is also a member of the Board.
SECTION 12. Vacancies. Any vacancy in the office of any officer,
caused by death, resignation, removal or any other cause, may be filled by
the Board for the unexpired portion of the term.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 1. Executive Committee - Designations, Vacancies. The Board
may, by resolution or resolutions adopted by a majority of the whole Board,
designate two or more of their number to constitute an Executive Committee.
The Board shall designate one of the members of the Executive Committee to
act as Chairman of the Executive Committee. The Chairman of the Executive
Committee shall preside at its meetings and shall perform such other duties
as may from time to time be assigned to him by the Executive Committee. The
Secretary of the Corporation, or such other person as the Executive Committee
shall from time to time determine, shall act as secretary of the Executive
Committee. The Board, by action of a majority of the whole Board, shall have
power to remove members of and to fill vacancies in the Executive Committee.
As amended through May 7, 1993. 6
SECTION 2. Executive Committee - Powers. The Executive Committee shall
have and may exercise all the powers of the Board in the management of the
property, business and affairs of the Corporation, during the intervals
between meetings of the Board.
SECTION 3. Executive Committee - Procedure. The Executive Committee
shall fix its own rules of procedure and may hold its meetings at any place
which it may find convenient. The Executive Committee shall keep a record of
its proceedings and report them to the Board at the next meeting thereof
after such proceedings shall have been taken. All action taken by the
Executive Committee shall be subject to ratification or alteration by the
Board. The members of the Executive Committee shall act only as a committee
and the individual members shall have no power as such.
SECTION 4. Other Committees. The Board of Directors, by resolution
passed by a majority of the whole Board, may designate members of the Board
to constitute other committees, which shall in each case consist of such
number of directors and shall have and may exercise, except as otherwise
prescribed by statute, such powers as the Board may determine and specify in
the respective resolutions appointing them. A majority of all of the members
of such committee may determine its action and fix the time and place of its
meeting, unless the Board shall otherwise provide. The Board shall have
power at any time to change the members of any such committee to fill
vacancies and to discharge any such committee, either with or without cause.
ARTICLE V
RESIGNATIONS
SECTION 1. Resignations. Any director or officer may resign his office
at any time by giving written notice of his resignation to the Chairman of
the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein or, if no time be
specified therein, at the time of the receipt thereof, and the acceptance
thereof shall not be necessary to make it effective.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Contracts. Except as otherwise provided by law
or in these By-laws, the Board may authorize any officer or officers, agent
or agents, in the name of and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, and such authority may be
general or confined to specific instances. Unless so authorized by the Board
or expressly authorized by these By-laws, no officer or agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it pecuniarily liable for any
purpose or to any amount.
SECTION 2. Indebtedness. No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the Board. When authorized by the Board so to do, any officer
or agent of the Corporation thereunto authorized may effect loans and
advances at any time for the Corporation from any bank, trust company or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds, or
other certificates or evidences of indebtedness of the Corporation and, when
authorized so to do, may pledge, hypothecate or transfer any securities or
other property of the Corporation as security for any such loans or advances.
Such authority may be general or confined to specific instances.
As amended through May 7, 1993. 7
SECTION 3. Checks, Drafts, etc. All checks, drafts, and other orders
for the payment of moneys out of the funds of the Corporation and all notes
or other evidences of indebtedness of the Corporation shall be signed on
behalf of the Corporation in such manner as shall from time to time be
determined by the Board.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
may select or as may be selected by any officer or officers, agent or agents
of the Corporation to whom such power may from time to time be delegated.
SECTION 5. Proxies. Unless otherwise provided by the Board, the
Chairman of the Board, the Vice Chairman, the President or any Vice President
may from time to time appoint an attorney or attorneys or agent or agents of
the Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as the holder of stock or
other securities in any other corporation, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Corporation, and under its
corporate seal, or otherwise, all such written proxies or other instruments
as he may deem necessary or proper in the premises.
ARTICLE VII
SHARES AND CERTIFICATES
SECTION 1. Certificates. Each holder of record of shares of stock of
the Corporation shall be entitled to a certificate or certificates in such
form as shall be approved by the Board, signed by the Chairman of the Board,
the Vice Chairman, the President or a Vice President and the Secretary or an
Assistant Secretary, and sealed with the seal of the Corporation, which seal
may be an engraved or printed facsimile, certifying the number of shares
owned by him in the Corporation. If any such certificate is signed by a
transfer agent or transfer clerk and by a registrar, the signatures of any of
the officers specified above may be engraved or printed facsimiles. In case
any such officer who shall have signed or whose facsimile signature shall
have been placed upon such certificate shall have ceased to be such before
such certificate is issued, it may be issued by the Corporation with the same
effect as if such officer had not ceased to be such at the date of its issue.
SECTION 2. Transfers. Shares of stock of the Corporation shall be
transferable on the stock book of the Corporation by the holder thereof in
person or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or the transfer agent. Except as
hereinafter provided in the case of loss, destruction or mutilation of
certificates, no transfer of stock shall be entered until the previous
certificate given for the same shall have been duly endorsed, surrendered and
canceled. The Board may also make such additional rules and regulations as
it may deem expedient concerning the issue and transfer of certificates
representing shares of stock of the Corporation. No transfer of shares shall
be valid as against the Corporation or its shareholders for any purpose until
it shall have been entered in the share records of the Corporation by an
entry showing from and to whom transferred.
SECTION 3. Closing of Transfer Books, Record Date. The Board may
prescribe a period, not exceeding fifty (50) days prior to any meeting of
stockholders or prior to the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose without a meeting,
during which no transfer of stock on the books of the Corporation may be
made; or, in lieu of prohibiting the transfer of stock, may fix a day and
hour not more than fifty (50) days prior to the day and hour then fixed for
the holding of any meeting of stockholders or prior to the last day on which
As amended through May 7, 1993. 8
the consent or dissent of stockholders may be effectively expressed for any
purpose without a meeting as the time as of which stockholders entitled to
notice of and to vote at such meeting or whose consent or dissent is required
or may be expressed for any purpose, as the case may be, shall be determined,
and all persons who were holders of record of voting stock at such time and
no others shall be entitled to notice of and to vote at such meeting or to
express their consent or dissent, as the case may be. The Board may fix a
day and hour not exceeding fifty (50) days preceding the date fixed for the
payment of any dividend or the making of any distribution, or for the
delivery of evidences of rights or evidences of interest arising out of any
change, conversion or exchange of capital stock, as a record time for the
determination of the stockholders entitled to receive any such dividend,
distribution, rights or interests, and in such case only stockholders of
record at the time so fixed shall be entitled to receive such dividend,
distribution, rights or interests. The Board at its option, in lieu of so
fixing a record time, may prescribe a period not exceeding fifty (50) days
prior to the date fixed for the payment of such dividend, distribution or
delivery during which no transfer of stock on the books of the Corporation
may be made.
SECTION 4. Lost, Destroyed or Mutilated Certificates. In case of loss,
destruction or mutilation of any certificate of stock, another may be issued
in its place upon proof of such loss, destruction or mutilation and upon the
giving of a bond of indemnity to the Corporation in such form and in such sum
as the Board may prescribe; provided, however, that a new certificate may be
issued without requiring any bond when, in the judgment of the Board, it is
proper to do so.
ARTICLE VIII
OFFICES AND BOOKS
SECTION 1. Offices. The principal office of the Corporation shall be at
475 Steamboat Road, Greenwich, CT. The Board may from time to time and at
any time establish other offices of the Corporation or branches of its
business at whatever place or places seem to it expedient.
SECTION 2. Books. There shall be kept at the principal office of the
Corporation correct books of account of all the business and transactions of
the Corporation and, either at said office of the Corporation or at the
office of the transfer agent of the Corporation, the stock book of the
Corporation, which shall contain the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their respective
places of residence, the number of shares of stock held by them respectively,
and the time when they respectively became the owners thereof.
ARTICLE IX
SEAL
SECTION 1. The seal of the Corporation shall be circular in form and
contain the name of the Corporation and the words and figures "Corporate Seal
1924 New York".
ARTICLE X
WAIVER OF NOTICE
SECTION 1. Whenever any notice whatever is required by these By-laws or
the Certificate of Incorporation or by law, the person entitled thereto may,
in person, or, in the case of a stockholder, by his duly authorized attorney,
waive such notice in writing (which shall include the use of telegraph,
cable, radio or wireless), whether before or after the meeting or other
matter or event in respect of which such notice is to be given.
As amended through May 7, 1993. 9
ARTICLE XI
FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall end on the 31st day
of December in each year.
ARTICLE XII
INDEMNIFICATION
SECTION 1. Right of Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person for whom he
or she is the legal representative is or was a director or officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director or officer, employee or agent of another
corporation including subsidiaries of the Corporation, or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as so requested as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation
to the fullest extent permitted by the New York Business Corporation Law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to
provide broader indemnification rights then said law permitted the
Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgment, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right
shall be a contract right and shall include the right to be paid by the
Corporation expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the Corporation in his or her capacity
as a director or officer (and not in any other capacity in which service was
or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that
such director or officer is not entitled to be indemnified under this section
or otherwise.
SECTION 2. Right of Claimant to Bring Suit. If a claim under Section 1
is not paid in full by the Corporation within 90 days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where the required undertaking has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the New York Business Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the Corporation. The failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the New York Business Corporation
Law, shall not be a defense to the action nor shall an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant had not met such applicable
standard of conduct, create a presumption that claimant had not met the
applicable standard of conduct.
As amended through May 7, 1993. 10
SECTION 3. Non-Exclusivity of Rights. The rights conferred by Sections
1 and 2 shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Articles of
Incorporation, By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
SECTION 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the New York Business Corporation Law.
ARTICLE XIII
AMENDMENTS
SECTION 1. These By-laws or any of them may be altered, amended or
repealed, or new By-laws may be adopted, by the vote of a majority of the
whole Board at any regular or special meeting thereof, or by the vote of the
holders of a majority in number of the issued and outstanding shares of stock
of the Corporation given at any annual or special meeting of stockholders,
provided that notice thereof shall have been given in the notice of such
meeting of stockholders. The power of the Board to make, alter, amend and
rescind the By-laws of the Corporation shall be subject to such restrictions
and regulations, if any, as may be contained in any By-laws made and adopted
at any time by the stockholders. Any By-law adopted, amended and repealed by
the Board which regulates an impending election of directors shall be set
forth in the notice of the next meeting of stockholders for the election of
directors, together with a concise statement of the changes made.
As amended through May 7, 1993. 11
BY-LAWS
OF
DYNAMICS CORPORATION OF AMERICA
ARTICLE I - MEETING OF STOCKHOLDERS
SECTION 1. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Annual Meetings.. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 4. Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . 1
SECTION 5. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 6. Organization. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 7. Order of Business.. . . . . . . . . . . . . . . . . . . . . . 2
SECTION 8. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 9. Inspectors of Election. . . . . . . . . . . . . . . . . . . . 2
ARTICLE II - DIRECTORS
SECTION 1. Number, Election, Term. . . . . . . . . . . . . . . . . . . . 2
SECTION 2. First Meeting . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3. Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 4. Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 5. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 6. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 7. Organization. . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 8. Removal of Directors. . . . . . . . . . . . . . . . . . . . . 4
SECTION 9. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 10. Place of Meeting. . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 11. Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III - OFFICERS
SECTION 1. Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2. Appointment, Term of Office.. . . . . . . . . . . . . . . . . 4
SECTION 3. Subordinate Officers. . . . . . . . . . . . . . . . . . . . . 5
SECTION 4. Removal.. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 5. The Chairman of the Board.. . . . . . . . . . . . . . . . . . 5
SECTION 6. Vice Chairman of the Board. . . . . . . . . . . . . . . . . . 5
SECTION 7. President.. . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 8. Vice President. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 9. The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 10. The Secretary . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 11. Salaries. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 12. Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . . 6
As amended through May 7, 1993.
ARTICLE IV - EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 1. Executive Committee - Designations, Vacancies. . . . . . . . 6
SECTION 2. Executive Committee - Powers. . . . . . . . . . . . . . . . . 7
SECTION 3. Executive Committee - Procedure.. . . . . . . . . . . . . . . 7
SECTION 4. Other Committees. . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V - RESIGNATIONS
SECTION 1. Resignations. . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VI - CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Contracts. . . . . . . . . . . . . . . . . . . . 7
SECTION 2. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3. Checks, Drafts, etc . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5. Proxies.. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VII - SHARES AND CERTIFICATES
SECTION 1. Certificates. . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2. Transfers.. . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3. Closing of Transfer Books, Record Date. . . . . . . . . . . . 8
SECTION 4. Lost, Destroyed or Mutilated Certificates.. . . . . . . . . . 9
ARTICLE VIII - OFFICES AND BOOKS
SECTION 1. Offices.. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2. Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IX - SEAL
SECTION 1.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE X - WAIVER OF NOTICE
SECTION 1.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE XI - FISCAL YEAR
SECTION 1.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
As amended through May 7, 1993.
ARTICLE XII - INDEMNIFICATION
SECTION 1. Right of Indemnification . . . . . . . . . . . . . . . . . . .10
SECTION 2. Right of Claimant to Bring Suit. . . . . . . . . . . . . . . .10
SECTION 3. Non-Exclusivity of Rights. . . . . . . . . . . . . . . . . . .11
SECTION 4. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . .11
ARTICLE XIII - AMENDMENTS
SECTION 1.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
As amended through May 7, 1993.